Shilpa Medicare Merges INM Technologies, NCLT Approves Amalgamation with April 2024 Effective Date

Raichur, July 5, 2025: Shilpa Medicare Ltd (NSE: SHILPAMED, BSE: 530549) has secured approval from the National Company Law Tribunal (NCLT), Bengaluru Bench, for the merger of its wholly owned subsidiary, INM Technologies Pvt Ltd, into the parent company. The Tribunal order, delivered on June 18, 2025, marks the culmination of the amalgamation process under Sections 230–232 of the Companies Act, 2013. The appointed date for the scheme is April 1, 2024.

Scheme of Amalgamation: Key Details

NCLT Compliance Directions & Undertakings

In its final order, the NCLT imposed specific conditions to ensure regulatory compliance and transparency:

Statutory and Regulatory Filings

• Stamp Duty & ROC Clubbing: Shilpa Medicare must pay the applicable stamp duty and submit a separate request to the ROC for clubbing of authorised capital as per Section 232(3)(i).
• ROC Filing Timeline: The certified copy of the NCLT order must be filed with the ROC within 30 days.

Tax and Financial Liabilities

• Pending Statutory Dues: The companies acknowledged pending statutory dues amounting to ₹45.04 lakh (INM) and ₹7.21 crore (Shilpa), and ₹2.78 crore to MSMEs, with an undertaking to settle them post-merger.
• Income Tax Proceedings: For AY 2021–22, proceedings under Sections 143(3) and 270A are ongoing, with a demand of ₹19.08 crore raised due to TDS mismatches. Shilpa Medicare has agreed to comply with Section 170A of the Income Tax Act, 1961.

Corporate Governance & Penalty

• A penalty of ₹1 lakh was levied on Shilpa Medicare and ₹50,000 each on its directors for delay in appointing a full-time Company Secretary, as required under Section 203.

Employee and Subsidiary Transition

As per Clause 7.1 of the Scheme:

• All INM employees will be absorbed by Shilpa Medicare without any interruption in service or reduction in benefits.
• INM Nuvent Paints Pvt Ltd, a subsidiary of INM Technologies, will now become a wholly owned step-down subsidiary of Shilpa Medicare Ltd, as the shares will be transferred as part of the merger.

Final Directions from the Tribunal

The Tribunal also clarified that no exemptions from stamp duty, taxes, or compliance requirements are granted under the approval, and all liabilities, ongoing investigations, and obligations remain enforceable under applicable laws.

About Shilpa Medicare Ltd

Shilpa Medicare Ltd is a listed pharmaceutical company focused on oncology, novel drug delivery systems, and specialty APIs. With operations spanning formulations, biosimilars, and high-value complex generics, the company is listed on NSE and BSE under the ticker SHILPAMED. The approved merger strengthens its operational base by consolidating the R&D-driven assets and capabilities of INM Technologies.

REF: https://nsearchives.nseindia.com/corporate/SHILPAMED_05072025115121_SEintimationmerger.pdf

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